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HomeMy WebLinkAbout2023-05-22-minutes-ec-study-sessionKITTITAS COUNTY COMMISSIONERS EC Study Session Regular Meeting Monday May 22, 2023 -10:00 AM BOCC Conference Room 205 West 5th Room 108 - Ellensburg 1. Call to Order 2. Citizen Comments (1 min. time limit) 3. Craig's Hill Updates 4. Patriot Nights Under the Lights Fireworks Discussion 5. Approve Pyrotechnic Agreement for July 3rd Fireworks Show 6. Approve PSA with Spotlight Productions 7. Kittitas County Fair Updates 8. Special Project Updates 9. Director Spending Authorization Limit Discussion 10. Other Business - No Action to be taken 11. Concluded Created on 7/6/2023 12:34:47 PM KITTITAS COUNTY EC STUDY SESSION MINUTES BOCC CONFERENCE ROOM, 205 WEST 5TH ROOM 108 - ELLENSBURG Regular Meeting MONDAY 10:00 AM May 22, 2023 Board members present: Vice -Chairman Brett Wachsmith, Commissioner Laura Osiadacz Others: Kady Porterfield (Event Center Director), Lacie Dawson (Event Center Program Manager), Chris Horner (Prosecutor's office) 1. Call to Order: 10:01 am 2. Citizen Comments (1 min. time limit): None 3. Craig's Hill Updates: Porterfield and Horner have been discussing with the City of Ellensburg (Geo tech, attourney, parks department) issues relating to the hill. Per the city Geo tech, there is no harm in doing cleanup (hill is stable enough to handle). A new retaining wall has been suggested; Porterfield proposed the KVEC mainteneance department would maintain the clean up portion of the project, while the city would cover the cost of a new retaining wall and the installation. Porterfield and Horner will continue discoussions with the City in regard to the hillside maintenance and boundry line adjustments to be made. 4. Patriot Night Under the Lights Fireworks Discussion: Porterfield is working with Stephanie on reviewing the new contract (changes have been made by the copmany after COVID). As per the new agreement, if they show and are set up on the day of the event, we would pay 80%. If we need to reschedule, there would be an additional charge of approximately $3,844. Both commissioners are in support of the contigency plan. 5. Approve Pyrotechnic Agreement for July 3rd Fireworks Show: Commissioner Osiadacz moved to approve the Pyrotechnic Agreement for the July 3`d fireworks show. Vice -Chairman Wachsmith seconded the motion. Motion passes 2-0. 6. Approve PSA with Spotlight Productions: Will be using the same company as prior years. The price for the lighting has increased. Runaway June has taken a pay deduction as insturments will be provided by production company. Commissioner Osiadacz moved to approve the PSA with Spotlight Productions. Vice -Chairman Wachsmith seconded the motion. Motion passes 2-0. 2023-05-22 MINUTES 7. Kittitas County Fair Updates: Porterfield made a lodging tax request with the Rodeo and Chamber to partner on sponsoring a bus for fair. The logos are done for the 100 year celebration, poster is in progress. There was discussion of doing a ribboon cutting for Bloom (possibly during fair). Bob Eddings was able to find a 4-H group to do staple removal and painting of fence in the dog arena and Frontier Village. Posse barns will be used this year for Sheep/Goat preshow. 8. Special Project Updates: Alder Street paving will begin today. Big new logs and black gates are now replaced and up at the west end of the rodeo arena. Welding and powdercoating to be done to connect gates and current fence. Cow pens are to be installed this week. Water lines are also being run to the pens at the same time by the KVEC maintenance crew. Vice -Chairman Wachsmith would like to set a meeting with Porterfield, City, Rodeo Board, and Treasurer Cziske to discuss project funding for rodeo arena. 9. Director Spending Authorization Limit Discussion: The spendig authorization limit has not been changed since 1997 ($10,000). Other departments have a limit of $50,000. Vice - Chairman Wachsmith and Commissioner Osiadacz are supportive in moving the limit to $50,000, to match other county departments. Porterfield will submit this in the form of a resolution for approval at an upcoming BOCC meeting. 10. Other Business: Vice -Chairman Wachsmith inquired about how the fencing is progressing as far as fencing off the entire grounds for security purposes. Porterfield has it on the WSDA Health and Safety grant list, but we will see how the priorities change, if there is a greater need for that grant money in this next biennium. Meeting concluded at 10:48am Kady Port rfield 2023-05-22 MINUTES 2 KITTITAS COUNTY COMMISSIONERS KITTITAS COUNTY, WASHINGTON Cory Wright, Chairman ORIGINAL Wolverine West, LLC PO Box 628 Chehalis, WA 98532 PYROTECHNIC AGREEMENT Kittitas Valley Event Center Show Date: 7/3/2023 Page 1 of 6 Monday, May 22, This agreement ("Agreement") is made this W.dnesday, April i9, 2023, by and between Wolverine West, LLC, a Washington limited liability company, hereinafter referred to as ("WW"), and Kittitas Valley Event Center, hereinafter referred to as ("Client"). WW and Client are sometimes referred to as "Party" or collectively as "Parties" herein. 1. Enaaaement— CLIENT hereby engages WW to provide to CLIENT the Pyrotechnic Production ("PP") as described in Paragraph 2 of this Agreement, and WW accepts such engagement upon all of the terms and conditions hereinafter set forth. The PP shall be substantially as outlined in the proposal —Attachment "A", attached hereto and incorporated herein by this reference. i.i. WW Responsibilities — WW shall provide all pyrotechnic equipment, trained pyrotechnicians, shipping, pyrotechnic products, pyrotechnic permits (including; permit submittal and inspection fees, excluding; standby fees and/or traffic control costs that shall be paid by CLIENT) relating to the PP, insurance covering the PP and other Incidental items necessary to provide the PP as more specifically set forth in this Agreement and in the Scope of Work ("Scope of Work"), attached hereto, incorporated herein by this reference, and made a part of this Agreement as though set forth fully herein. 1.2. CLIENT Responsibilities — CLIENT shall provide to WW a suitable site ("Site") for the PP, security for the Site as set forth in Paragraph 6, hereof, access to the Site, any permission necessary to utilize the Site for the PP, and other things on its part to be performed as more specifically set forth in this Agreement and the Scope of Work. All Site arrangements are subject to WW's reasonable approval pertaining to compliance, pyrotechnic safety and security. All other conditions of the Site shall be the responsibility of CLIENT, including, but not limited to, access, use, control, parking and general safety with respect to the public, CLIENT personnel and other contractors. 2. Date, Time, Location. Program/Price —The PP(s) shall take place as follows; Date Approximate Time Location 7/3/2023 10:00 pm Ellensburg rodeo upper parking lot 3. Fees, Interest, Expenses 3.1. Fee —CLIENT agrees to pay WW a fee of $15,000.00 USD (FIFTEEN THOUSAND DOLLARS) ("Fee") for the PP, which includes Washington State Sales Tax. CLIENT shall pay to WW $7,500.00 USD (SEVENTY-FIVE HUNDRED DOLLARS) of the Fee as a deposit ("Deposit") upon the execution of this Agreement by both parties, and return no later than 2&5LM for 5/29/23 this Agreement to be valid. CLIENT shall pay WW any balance then due within 10 days following said PP dates outline in RFH paragraph 2. CLIENT authorizes WW to receive and verify credit and financial information concerning CLIENT from any 4. S. agency, person or entity including but not limited to credit reporting agencies. 3.2. Interest — In the event that the Fee is not paid in a timely manner, CLIENT will be responsible for the payment of a daily periodic interest rate equivalent to 1% per month on the unpaid balance. If litigation arises out of the Agreement, the prevailing party shall be entitled to reasonable costs incurred in connection with the litigation, including, but not limited to attorneys' fees. 3.3. Expenses — WW shall pay all normal expenses directly related to the PP, including freight, insurance as outlined, pyrotechnic products, pyrotechnic equipment, trained pyrotechnic personnel to setup and discharge the pyrotechnics and those additional items as outlined as WW's responsibilities described in this Agreement and in the Scope of Work. CLIENT shall pay all costs related to the PP not supplied by WW including, but not limited to, those items outlined as CLIENT's responsibilities in this Agreement and in the Scope of Work. Intellectual Property — WW shall retain ownership of all intellectual property aspects of the PP, including but not limited to publicly display, publicly perform, reproduce by any means, and distribute any reproduction of the PP. Any reproduction or distribution without WW's written authorization is strictly prohibited. Safety — WW and CLIENT shall each comply with applicable federal, state and local laws and regulations and employ safety programs and measures consistent with recognized applicable industry standards and practices. At all times before and during the PP, it shall be within WW's sole discretion to determine whether or not the PP may be safely discharged or continued. It shall not constitute a breach of this Agreement by WW for pyrotechnic products to fail or malfunction, or for P: 206.459.0917 F: 888.492.4902 E: info@wolverinewest.com Wolverine West, LLC Kittitas Valley Event Center PO Box 628 Show Date: 7/3/2023 Chehalis, WA 98532 Page 2 of 6 WW to determine that the PP cannot be discharged or continued as a result of any conditions or circumstances affecting safety beyond the reasonable control of WW. 6. Security— CLIENT shall provide adequate security personnel, barricades, and Police Department services as may be necessary to prevent individuals other than those authorized by WW from entering an area to be designated by WW as the area for the setup and discharge of the PP, including a fallout area satisfactory to WW where the pyrotechnics may safely rise and any debris may safely fall. WW shall have no responsibility for monitoring or controlling CLIENT's other contractors, providers or volunteers; the public; areas to which the public or contractors have access, or any other public or contractor facilities associated with the PP. 7. Cleanup — WW shall be responsible for the removal of all equipment and any live pyrotechnic products provided by WW and any debris two-inch and larger that was produced by the PP. CLIENT shall be responsible for any other cleanup which may be required of the PP or setup, discharge and fallout areas including any environmental cleanup. 8. Permits — WW shall apply and pay for permit and inspection fees for the PP described herein only. Permit submittal(s) will be directed to the local authority having jurisdiction, the FAA and USCG if required. CLIENT shall be responsible for obtaining any other necessary permits, paying associated fees and making other arrangements for police Departments, other Fire Departments, road closures, event/activity or land use permits or any permission or permit required by any Local, State or Federal Government agency. 9. insurance — WW shall at all times during the performance of services herein ensure that the following insurance is maintained in connection with WW's performance of this Agreement; (1) commercial general liability insurance, including products -completed operations, and contractual liability under this Agreement; (2) automobile liability insurance; (3) workers' compensation insurance and employer liability insurance. Such insurance is to protect CLIENT from claims for bodily injury, including death, personal injury, and from claims of property damage, which may arise from WW's performance of this Agreement, only. The types and amounts of coverage shall be as set forth in the Scope of Work. Such insurance shall not include claims which arise from CLIENT's negligence or willful conduct or from failure of CLIENT to perform its responsibilities under this Agreement, coverage for which shall be provided by CLIENT. The coverage of these policies shall be subject to reasonable inspection by CLIENT. Certificates of Insurance evidencing the required general liability coverage shall be furnished to CLIENT prior to the rendering of services hereunder and shall include all individuals/entities listed on the certificate of insurance will be deemed an additional insured per this contract, i.e., Sponsors, Landowners, Barge and or Tug Owners, if any; and Permitting Authorities, with respect to the operations of WW in the performance of the PP. Pyrotechnic subcontractors or providers, if any, not covered under policies of insurance required hereby, shall secure, maintain and provide their own insurance coverage with respect to their respective operations and services. 10. Indemnification — WW represents and warrants that it is capable of furnishing the necessary experience, personnel, equipment, materials, providers, and expertise to produce the PP in a safe and professional manner. Notwithstanding anything in this Agreement to the contrary, WW shall indemnify, hold harmless, and defend CLIENT and the additional insureds from and against any and all claims, actions, damages, liabilities and expenses, including but not limited to, attorney and other professional fees and court costs, in connection with the loss of life, personal injury, and/or damage to property, arising from or out of the PP and the presentation thereof to the extent such are occasioned by any act or omission of WW, their managing members, agents, contractors, providers, or employees. CLIENT shall indemnify, hold harmless, and defend WW from and against any and all claims, actions, damages, liability and expenses, including but not limited to, attorney and other professional fees and court costs in connection with the loss of life, personal injury, and/or damages to property, arising from or out of the PP and the presentation thereof to the extent such are occasioned by any set of omission of CLIENT, its officers, agents, contractors, providers, or employees. In no event shall either party be liable for the consequential damages of the other party. 11. Limitation of Damages for Ordinary Breach — Except in the case of bodily injury and property damage as provided in the insurance and indemnification provisions of Paragraphs 9 and 10, above, in the event CLIENT claims that WW has breached this Agreement or was otherwise negligent in performing the PP provided for herein, CLIENT shall not be entitled to claim or recover monetary damages from WW beyond the amount CLIENT has paid to WW under this Agreement, and shall not be P: 206.459.0917 F: 888.492.4902 E: info@wolverinewest.com Wolverine West, LLC PO Box 628 Chehalis, WA 98532 Kittitas Valley Event Center Show Date: 7/3/2023 Page 3 of 6 entitled to claim or recover any consequential damages from WW including, without limitation, damages for loss of income, business or profits. 12. Force Majeure - CLIENT agrees to assume the risks of: strike, civil unrest, terrorism, weather, military action, governmental action, shortage of inventory due to delivery delay or unavailability from WW's customary suppliers, staff illness, and any other causes reasonably beyond the control of WW which may prevent the PP from being safely discharged on the scheduled date, which may cause the cancellation of any event for which CLIENT has purchased the PP, or which may affect or damage such portion of the pyrotechnic equipment or material as must be placed and exposed before the PP. If, for any such reason, WW is not reasonably able to safely discharge the PP on the scheduled date, or at the scheduled time, or should any event for which CLIENT has purchased the PP be canceled as a result of Force Majeure causes or otherwise, and unless otherwise agreed, the parties' unaccrued obligations under the contract shall terminate. 13. Can_c_el_a_tion and Rescheduling — If CLIENT fails to perform CLIENT Responsibilities as provided in Paragraph 1.2 or breaches or announces its intention to breach its obligations, the parties agree that in such event the damages suffered by WW are difficult or impossible to quantify precisely and, therefore, in order to clearly establish CLIENT'S risk and WW's damages the parties agree that the CLIENT shall pay WW an amount equal to the cancellation provisions of paragraph 14 below as liquidated damages which the parties agree are reasonable. CLIENT shall immediately pay such damages to WW. WW may withhold any CLIENT funds held by WW toward satisfaction of CLIENT'S debt to WW. This provision shall not apply in the event CLIENT and WW reach a written agreement revising the PP date. Such agreement must be reached within five days of the originally scheduled PP date. Failure to reach such agreement for substitute performance shall be deemed cancellation by CLIENT resulting in CLIENT owing liquidated damages as provided in paragraph 14 below. Rescheduling may require an additional fee of 5%to 22% of the original fee taking into consideration issues such as; re -permitting, increases in product and/or insurance costs, labor, transportation, etc. WW is under no obligation to honor CLIENT'S request for rescheduling where such rescheduling is for the convenience of CLIENT or its breach of its responsibilities. WW's refusal to reschedule shall result in imposition of the cancellation damages set forth in paragraph 14 below which CLIENT agrees are reasonable. 13.1. Rescheduling Caused By Mandate — In the event the PP cannot be performed due to gubernatorial mandate, Client shall reschedule within 365 days or as otherwise agreed by the parties at no additional cost to Client. Failure to reschedule for substitute performance shall result in Client owing liquidated damages as provided in paragraph 14 below. 14. Cancelation — If cancellation occurs due to failure of Client to perform CLIENT Responsibilities, CLIENT agrees to pay to WW, as liquidated damages the following percentages of the Fee as set forth in Paragraph 3.1: 1) 33% if cancellation occurs greater than 30 days of the scheduled date, 2) 50% if cancellation occurs 2 to 30 days of the scheduled date, 3) 80% if cancellation occurs the day of the scheduled date. In the event CLIENT cancels the PP, it will be impractical or extremely difficult to fix the actual amount of WW's damages and to establish its risk with certainty; CLIENT acknowledges and approves this liquidated damages agreement. 15. No Joint Venture — It is agreed, nothing in the Agreement or in WW's performance of the PP shall be construed as forming a partnership or joint venture between CLIENT and WW. WW shall be and is an independent contractor with CLIENT and not an employee of CLIENT. The Parties hereto shall be severally responsible for their own separate debts and obligations and neither Party shell be held responsible for any agreements or obligations not expressly provided for herein. 16. Applicable law —This Agreement and the rights and obligations of the Parti@�it#]tas hereunder shall be construed in accordance 3[ with the laws of Washington. It is further agreed that the Judicial District of tewis County, Washington, shall be the proper venue for any such action. In the event that the scope of the PP is reduced by authorities having jurisdiction or by either Party for safety concerns, the full dollar amounts outlined in this Agreement are enforceable. 17. Notices —Any Notice to the Parties permitted or required under this Agreement may be given by mailing such Notice in the United States Mail, postage prepaid, first class, addressed as follows: WW — Wolverine West, LLC, PO Box 628, Chehalis, WA 98532 CLIENT — Kittitas Valley Event Center,901 E 7th Ave, Ellensburg, WA 98926 18. Modification of Terms —All terms of the Agreement are in writing and may only be modified by written agreement of both Parties hereto. Both Parties acknowledge they have received a copy of said written Agreement and agree to be bound by said terms of written Agreement only. P: 206.459.0917 F: 888.492.4902 E: info@wolverinewest.com Wolverine West, LLC PO Box 628 Chehalis, WA 98532 Kittitas Valley Event Center Show Date: 7/3/2023 Page 4 of 6 19. Severability— If there is more than on CLIENT, they shall be jointly and severally responsible to perform CLIENT's Responsibilities under this Agreement. The Agreement shall become effective after it is executed and accepted by CLIENT and after it is executed and accepted by WW at WW's office in Chehalis, Washington. This Agreement may be executed in several counterparts, including faxed and emailed copies, each one of which shall be deemed an original against the Party executing same. This Agreement shall be binding upon the Parties hereto and upon their heirs, successors, executors, administrators and assigns. 20. Revisions — If any changes or alterations are made by CLIENT to this Agreement or if this Agreement is not executed by CLIENT and delivered to WW on or before the date outlined in Paragraph 3.1, then the price, date, and scope of PP are subject to review and acceptance by WW for a period of 7 days following delivery to WW. Any revisions to this Agreement will incur costs of $100.00 per hour for WW and $375.00 per hour for WW's attorney fees, plus expenses, which will be reduced from the fireworks product budget unless other arrangements are mutually agreed. In the event the revised Agreement is not accepted by WW, WW shall give CLIENT written notice, and this Agreement shall be void. EXECUTED AGREEMENT MUST BE DELIVERED TO WW BY S7V2623- 5/29/23 RFH EXECUTED as of date stamped signature below: WW: Wolverine West, LLC Rodney F. F. Digitally signed Rodney F. Hash DN: cn=Rodney F. Hash, o=Wolverine West, LLC, ou, Hash email=rod@wolverinewest.com, By c=us Date: 2023,05.22 17:05:34-07'00' Its: Partner Rodney F. Hash Print Name CLIENT: Kittitas Valley Even a ter B. Its: Chairman of Board of Kittitas ounty Commissioners �t Print Name P: 206.459.0917 F: 888.492.4902 E: info@wolverinewest.com Wolverine West, LLC PO Box 628 Chehalis, WA 98532 SCOPE OF WORK Wolverine West, LLC ("WW") and Kittitas Valley Event Center ("CLIENT") WW shall provide the following goods and services to CLIENT: Kittitas Valley Event Center Show Date: 7/3/2023 Page 5 of 6 • One Wolverine West, LLC Pyrotechnic Production(s) as outlined in Paragraph 2 of this Agreement. • All pyrotechnic equipment, trained pyrotechnicians, shipping, and pyrotechnic products. • Application for specific pyrotechnic permits relating to the Pyrotechnic Production. • Insurance covering the Pyrotechnic Production as set forth in the Agreement with the following limits; Insurance Requirements Limits Commercial General Liability $5,000,000.00 Combined Single Limit Each Occurrence (Bodily Injury & Property Damage) Business Auto Liability- $5,000,000.00 Combined Single Limit Each Occurrence Owned, Non -Owned and Hired Autos (Bodily Injury & Property Damage) Workers' Compensation Statutory Employer Liability $1,000,000.00 Per Occurrence CLIENT shall provide to WW the following goods and services: All onsite labor costs, if any, not provided or performed by WW personnel including, but not limited to, local union requirements, all Site security, Police and Fire Department standby personnel (if required), stagehands, electricians, audio and fire control monitors, carpenters, plumbers, cleanup crew. All these additional personnel and services shall be fully insured and the sole responsibility of CLIENT. • Coordination and any applicable non -pyrotechnic permitting with local, state or federal government that may have authority within the overall event Production. • Costs of all permits not included by WW, required for the overall event production as a whole. • Barge and tug with captain and crew of sufficient size for the PP outlined herein, if applicable. • Provision of a Safety Zone in accordance with applicable standards and all requirements of the authorities having jurisdiction throughout the entire time that the pyrotechnics are at the Site or the load site (if different) on the date(s) of the Pyrotechnic Production and all setup, load -out dates, including water security to keep unauthorized people, boats, etc. from entering the Safety Zone. Said Safety Zone shall remain in place immediately following the PP for required cool down period and inspection per NFPA 1123. If in the event, non -discharged pyrotechnic items are discovered, WW shall discharge these items prior to the Safety Zone being removed. • General Services including, but not limited to, Site and audience security, fencing/barricading, adequate work light, dumpster accessibility, secure parking for WW vehicles, access to restrooms, equipment storage, hazmat storage, electrical power and necessary credentialing will be required as necessary. P: 206.459.0917 F: 888.492.4902 E: info@wolverinewest.com Wolverine West, LLC PO Box 628 Chehalis, WA 98532 Wolverine West, LLC PO Box 628 Chehalis, WA 98532 Ph: 206.459.0917 Quantity 12 72 72 36 36 36 18 18 18 3 8 4 7 12 Kittitas Valley Event Center Show Date: 7/3/2023 Page 6 of 6 ATTATCHMENT A Kittitas Valley Events Center Display Date: July 3, 2023 Proposal Date: 4/19/2023 SO# 11128 Pyrotechnic Proposal Description 3" Wizard Dark Star Salute aka Colorful Chry 3" Flower King Assorted Shells 3" Dominator Assortment 4" Guandu Assorted Shells 4" Dominator Assorted Shells - B 4" Lidu Assorted Shells - B 5" Dominator Assorted Shells - A 5" Dominator Assorted Shells - B 5" Wizard Assorted Shells - A 5" Wizard Assorted Shells - B 5" Dominator Assorted Shells - D 12 Bucket Chain 4-sec Delay Every Bucket 3-Meter Ematch - Box of 40 10 Bucket Chain 4-sec Delay Every Bucket Category 3" Sal 3" Shell 3" Shell 4" Shell 4" Shell 4" Shell 5" Shell 5" Shell 5" Shell 5" Shell 5" Shell Ignition 1.3 Ignition 1.3 Ignition 1.3 Total Amount Including WSST $15,000.00 P: 206.459.0917 F: 888.492.4902 E: info@wolverinewest.com ORIGINAL ii2� PROFESSIONAL SERVICES AGREEMENT This Agreement is made by and between Kittitas County (hereinafter "the County") and Spotlight Production & Electrical (hereinafter "Contractor"). The County and Contractor agree as follows: General Conditions; Exhibit A (Scope of Work); Exhibit B (Compensation); Exhibit C (Proof of Insurance). copies of which are attached hereto and incorporated herein by this reference as fully as if set forth herein. The term of this Agreement shall commence on July 3, 2023, and continue until completion of the project. Any party may terminate this Agreement by giving thirty (30) days' notice in writing either personally delivered or mailed postage -prepaid by certified mail, return receipt requested, to the party's last known address for the purposes of giving notice under this paragraph. Contractor acknowledges and by signing this Agreement agrees that the Indemnification provisions set forth in Paragraphs 7 (Independent Contractor), 9 (Taxes), 15 (Defense and Indemnity Agreement), 21 (Patent/Copyright Infringement) and 24 (Confidentiality), are totally and fully part of this Agreement and have been mutually negotiated by the parties. IN WITNESS WHEREOF, the parties have executed this Agreement this x' } day of mo.vh 2023. APPROVED: BOARD OF COUNTY COMMISSIONERS KITTITAS COUNTY, WASHINGTON Signature of Signatory (Date 05/17/23 ) WILLIAM R ROBINSON Print Name of Signatory Professional Services Agreement Page 1 Contractor Address: PO Box 475 Selah, WA 98942 Project Contact: Rob Robinson 509-930-4992 spotlightproductions@yahoo.com Professional Services Agreement Page 2 County's Address: Kittitas Valley Event Center 901 E. 7th Avenue, Suite 1 Ellensburg, WA 98926 Project Contact: Kady Porterfield Director, Kittitas Valley Event Center 509-962-7675 GENERAL CONDITIONS 1. Scope of Contractor's Services: Contractor agrees to provide to the County services and any materials set forth in the project narrative identified in Exhibit "A" during the Agreement period. No material, labor, or facilities will be furnished by the County, unless otherwise provided for in the Agreement. 2. Performance of Work: Contractor shall perform work in accordance with, and shall comply with, all of the provisions of this Agreement. All work shall comply with applicable codes and ordinances. 3. Schedule of Performance: Unless directed otherwise by the County, Contractor shall perform the work in accordance with any schedules made a part of this Agreement. 4. Definitions: 4.1 "Additional Insured's" means the County, its successors and assigns, and the respective directors, officers, employees, agents and representatives of the County and its successors and assigns. 4.2 "Support" means the following: Contractor's directors, officers, employees, agents and representatives; and sub -Contractors of any tier, the respective directors, officers, employees, agents and representatives of these sub - Contractors of any tier; and any other person or entity acting under the direction or control of, or on behalf of, Contractor or any Contractor's sub - Contractors of any tier in connection with or incident to the performance of the Work or this Agreement. 4.3 The "Work" means all of the duties listed in Exhibit A and the performance of all other obligations, under this Agreement by Contractor or its Support. 5. Accounting and Payment for Contractor Services: Payment to the Contractor for services rendered under this Agreement shall be as set forth in Exhibit "B". Where Exhibit "B" requires payments by the County, payment shall be based upon billings, supported unless otherwise provided in Exhibit "B", by documentation of units of work actually performed and amounts earned, including where appropriate, the actual number of days worked each month, total number of hours for the month, and the total dollar payment requested. Unless specifically stated in Exhibit "B" or approved in writing in advance by the Kittitas County Board of Commissioners, the County will not reimburse the Contractor for any costs or expenses incurred by the Contractor in performance of this Agreement. Where required, the County shall, upon receipt of appropriate documentation, compensate the Contractor, no more often than monthly, through the County voucher system, for the Contractor's service pursuant to the fee schedule set forth in Exhibit "B". Professional Services Agreement Page 3 6. Assignment and Subcontracting: No portion of this Agreement may be assigned or subcontracted to any other individual, firm or entity without the express and prior written approval of the County. 7. Independent Contractor: The Contractor's services shall be furnished by the Contractor as an independent Contractor and nothing herein contained shall be construed to create a relationship of employer -employee or master -servant, but all payments made hereunder and all services performed shall be made and performed pursuant to this Agreement by the Contractor as an independent Contractor. The Contractor acknowledges that the entire compensation for this Agreement is specified in Exhibit "B" and the Contractor is not entitled to any County benefits including, but not limited to: vacation pay, holiday pay, sick leave pay, medical, dental, or other insurance benefits, or any other rights or privileges afforded to Kittitas County employees. Contractor will defend, indemnify and hold harmless the County, its Additional Insured's, officers, agents or employees from any loss or expense, including but not limited to settlements, judgments, setoffs, attorneys' fees or costs incurred by reason of claims or demands because of breach of the provisions of this paragraph. 8. No Guarantee of Employment: The performance of all or part of this Agreement by the Contractor shall not operate to vest any employment rights whatsoever and shall not be deemed to guarantee any employment of the Contractor or any employee of the Contractor or any sub -Contractor or any employee of any sub -Contractor by the County at the present time or in the future. 9. Taxes: The Contractor understands and acknowledges that the County will not withhold Federal or State income taxes. Where required by State or Federal law, the Contractor authorizes the County to make withholding for any taxes other than income taxes (i.e. Medicare). All compensation received by the Contractor will be reported to the Internal Revenue Service at the end of the calendar year in accordance with the applicable IRS regulations. It is the responsibility of the Contractor to make the necessary estimated tax payments throughout the year, if any, and the Contractor is solely liable for any tax obligation arising from the Contractor's performance of this Agreement. The Contractor hereby agrees to indemnify the County against any demand to pay taxes arising from the Contractor's failure to pay taxes on compensation earned pursuant to this Agreement. The County will pay sales and use taxes imposed on goods or services acquired hereunder as required by law. The Contractor must pay all other taxes including, but not limited to: Business and Occupation Tax, taxes based on the Contractor's gross or net Professional Services Agreement Page 4 income, or personal property to which the County does not hold title. The County is exempt from Federal Excise Tax. 10. Regulations and Requirement: This Agreement shall be subject to all laws, rules and regulations of the United States of America, and State of Washington, and political subdivisions of the State of Washington, and to any other provisions set forth herein or in the attached exhibits. 11. Right to Review. This contract is subject to review by any Federal or State auditor. The County or its designee shall have the right to review and monitor the financial and service components of this program by whatever means are deemed expedient by the County. Such review may occur with or without notice, and may include, but is not limited to, on -site inspection by County agents or employees, inspection of all records or other materials which the County deems pertinent to the Agreement and its performance, and any and all communications with or evaluation by service recipients under this Agreement. The Contractor shall preserve and maintain all financial records and records relating to the performance of work under this Agreement for 6 years after contract termination, and shall make them available for such review, within Kittitas County, State of Washington, upon request. 12. Modifications: 12.1 Either party may request changes in the Agreement. Any and all agreed modifications shall be in writing, signed by each of the parties. 12.2 The County may, at any time, by written notice thereof to Contractor ("Change Notice") makes changes in the Work within the general scope of this Agreement, including, but not limited to: (a) changes in, revisions to, substitutions for, additions to or deletions of any Work; (b) changes in schedule; and (c) acceleration, deceleration or suspension of performance of any Work. 12.3 If any change in the Work causes an increase or decrease on Contractor's cost of, or the time required for, performance of the Work, an equitable adjustment in the compensation to Contractor and in the schedule for the performance of the Work shall be made to reflect such an increase or decrease. 12.4 Notwithstanding any dispute or delay in arriving at a mutually acceptable equitable adjustment, Contractor shall proceed in accordance with all Change Notices. Contractor must, within thirty (30) days after receipt of any Change Notice that does not set forth any acceptable adjustment, submit to the County a written statement setting forth any adjustment claimed. Professional Services Agreement Page 5 12.5 If any change results in a decrease in the Work performed, Contractor shall be entitled to compensation associated with changing the Work, such as revising design already completed, revising calculations already performed, and revising documents. 13. Termination for Default: If the Contractor defaults by failing to perform any of the obligations of the Agreement or becomes insolvent or is declared bankrupt or commits any act of bankruptcy or insolvency or makes an assignment for the benefit of creditors, the County may, by depositing written notice to the Contractor in the U.S. mail, postage prepaid, terminate the Agreement, and at the County's option, obtain performance of the work elsewhere. If the Agreement is terminated for default, the Contractor shall not be entitled to receive any further payments under the Agreement until all work called for has been fully performed. Any extra cost or damage to the County resulting from such default(s) shall be deducted from any money due or coming due to the Contractor. The Contractor shall bear any extra expenses incurred by the County in completing the work, and all damage sustained, or which may be sustained by the County by reason of such default. If a notice of termination for default has been issued and it is later determined for any reason that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the notice of termination had been issued pursuant to the Termination for Public Convenience paragraph hereof. 14. Termination for Public Convenience: The County may terminate the Agreement in whole or in part whenever the County determines, in its sole discretion that such termination is in the best interests of the County. Whenever the Agreement is terminated in accordance with this paragraph, the Contractor shall be entitled to payment for actual work performed at unit contract prices for completed items of work. In the event of such termination, an equitable adjustment shall be made in the compensation payable to Contractor. An equitable adjustment in the contract price for partially completed items of work will be made, but such adjustment shall not include provision for loss of anticipated profit on deleted or uncompleted work. Termination of this Agreement by the County at any time during the term, whether for default or convenience, shall not constitute a breach of contract by the County. 15. Defense & IndemnitAgreement: The Contractor agrees to and shall defend, indemnify and hold harmless the County, its Additional Insured's, appointed and elective officers, agents and employees, from and against all loss or expense, including but not limited to judgments, settlements, attorney's fees and costs by reason of any and all claims and demands upon the County, its Additional Insured's, its elected or appointed officials, agents, or employees for damages because of personal or bodily injury, including death at any time resulting therefrom, Professional Services Agreement Page 6 sustained by any person or persons and on account of damage to property including loss of use thereof, whether such injury to persons or damage to property is due to the negligence of the Contractor, its sub -Contractors, its elected officers, employees or their agents, except only such injury or damage as shall have been occasioned by the sole negligence of the County, its Additional Insured's, appointed or elected officials, agents, or employees. It is further provided that no liability shall attach to the County by reason of entering into this contract, except as expressly provided herein. 16. Industrial Insurance Waiver: With respect to the performance of this Agreement and as to claims against the County, its Additional Insured's, officers, agents and employees, the Contractor expressly waives its immunity under Title 51 of the Revised Code of Washington, the Industrial Insurance Act, for injuries to its employees and agrees that the obligations to indemnify, defend and hold harmless provided in this agreement extend to any claim brought by or on behalf of any employee of the Contractor. This waiver is mutually negotiated by the parties to this Agreement. 17. Venue and Choice of Law: In the event that any litigation should arise concerning the construction or interpretation of any of the terms of this Agreement, the venue of such action of litigation shall be in the Superior Court of the State of Washington in and for the County of Kittitas. This Agreement shall be governed by the law of the State of Washington. 18. Withholding Payment: In the event the Contractor has failed to perform any obligation to be performed by the Contractor under this Agreement within the time set forth in this Agreement, then the County may, upon written notice, withhold all monies due and payable to Contractor, without penalty, until such failure to perform is cured or otherwise adjudicated. 19. Future Non -Allocation of Funds: If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the County will not be obligated to make payments for services or amounts incurred after the end of the current fiscal period. No penalty or expense shall accrue to the County in the event this provision applies. 20. Contractor Commitments, Warranties and Representations: The Contractor represents and warrants to the County as follows: 20.1 The Contractor is duly incorporated, validly existing and in good standing under the laws of the State of Washington, and has all requisite corporate power and authority to enter into and to perform its obligations under this Agreement. 20.2 The Contractor has the authority to execute this Agreement, to make the representations and warranties set forth in it and to perform the Professional Services Agreement Page 7 obligations of the Contractor under this Agreement in accordance with its terms. 20.3 This Agreement has been validly executed by an authorized representative of the Contractor and constitutes a valid and legally binding and enforceable obligation of Contractor. 20.4 The Contractor has or will obtain prior to the commencement date such licenses, permits and other authorizations from federal, state and other governmental authorities, as are necessary for the performance of its obligations under this Agreement. 20.5 The Contractor is not in violation of any applicable law, ordinance or regulation the consequence of which will or may materially affect Contractor's ability to perform its obligations under this Agreement. The Contractor is not subject to any order or judgment of any court, tribunal or governmental agency which materially and adversely affects its operations or assets in the State of Washington, or its ability to perform its obligations under this Agreement. 20.6 None of the representations or warranties in this Agreement, and none of the documents, statements, certificates or schedules furnished or to be furnished by Contractor pursuant hereto or in connection with the performance of the obligations contemplated under this Agreement, contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary to make the statements of fact contained therein not misleading. 21. Patent/Copyright Infringement'.. Contractor will defend and indemnify the County from any claimed action, cause or demand brought against the County; to the extent such action is based on the claim that information supplied by the Contractor infringes any patent or copyright. The Contractor will pay those costs and damages attributable to any such claims that are finally awarded against the County in any action. Such defense and payments are conditioned upon the following: 21.1 Contractor shall be notified promptly in writing by County of any notice of such claim. 21.2 Contractor shall have the right, hereunder, at its option and expense, to obtain for the County the right to continue using the information, in the event such claim of infringement is made, provided no reduction in performance or loss results to the County. 22. Disputes: 22.1 General Differences between the Contractor and the County, arising under and by virtue of the Agreement Documents shall be brought to the attention of the County at the earliest possible time in order that such matters may be settled or other appropriate action promptly taken. Except for such objections as are Professional Services Agreement Page 8 made of record in the manner hereinafter specified and within the time limits stated, the records, orders, instructions, and decisions of the Kittitas County Commissioners shall be final and conclusive. 22.2 Notice of Potential Claims The Contractor shall not be entitled to additional compensation which otherwise may be payable, or to extension of time for (1) any act or failure to act by the County, or (2) the happening of any event or occurrence, unless the Contractor has given the County a written Notice of Potential Claim within ten (10) days of the commencement of the act, failure, or event giving rise to the claim, and before final payment by the County. The written Notice of Potential Claim shall set forth the reasons for which the Contractor believes additional compensation or extension of time is due, the nature of the cost involved, and insofar as possible, the amount of the potential claim. Contractor shall keep full and complete daily records of the work performed, labor and material used, and all costs and additional time claimed to be additional. 22.3. Detailed Claim The Contractor shall not be entitled to claim any such additional compensation, or extension of time, unless within thirty (30) days of the completion of the portion of the work from which the claim arose, and before final payment by the County, the Contractor has given the County a detailed written statement of each element of cost or other compensation requested and of all elements of additional time required, and copies of any supporting documents evidencing the amount or extension of time claimed to be due. 23. Ownership of Items Produced: All writings, programs, data, public records or other materials prepared by the Contractor and/or its consultants or sub -Contractors, in connection with performance of this Agreement shall be the sole and absolute property of the County. 24. Confidentiality: The Contractor, its employees, sub -Contractors, and their employees shall maintain the confidentiality of all information provided by the County or acquired by the Contractor in performance of this Agreement, except upon the prior written consent of the Kittitas County Prosecuting Attorney or an order entered by a court after having acquired jurisdiction over the County. Contractor shall immediately give to the County notice of any judicial proceedings seeking disclosure of such information. Contractor shall indemnify and hold harmless the County, its Additional Insured's, officials, agents or employees from all loss or expense, including, but not limited to settlements, judgments, setoffs, attorneys' fees and costs resulting from Contractor's breach of this provision. Professional Services Agreement Page 9 To the extent that any information obtained by the Contractor is required to be shared with or provided to others by the terms of the Statement of the Work, this provision is not breached by such acts. 25. Notice: Except as set forth elsewhere in the Agreement, for all purposes under this Agreement, except service of process, notice shall be given by the Contractor to the department head of the department for whom services are rendered, and to the Kittitas County Commissioners, 205 W 5th Ave, Suite 108, Ellensburg, WA 98926. Notice to the Contractor for all purposes under this Agreement shall be given to the address reflected on the signature page. Notice may be given by delivery or by depositing in the U.S. Mail, first class, postage prepaid. 26. Severability: if any term or condition of this Agreement or the application thereof to any person(s) or circumstances is held invalid, such invalidity shall not affect other terms, conditions or applications which can be given effect without the invalid term, condition or application. To this end, the terms and conditions of this Agreement are declared severable. 27. Miscellaneous: 27.1 The County's failure or delay to insist upon strict performance of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement shall not be construed as a waiver or relinquishment to any extent of its right to assert or rely upon any such provisions, rights or remedies in that or any other instance; rather the same shall be and remain in full force and effect. 27.2 This Agreement embodies the entire Agreement between the County and Contractor, and supersedes any and all prior agreements, regarding the Work. No change, amendment or modification of any provisions of this Agreement shall be valid unless set forth in a written instrument signed by the party to be bound thereby. 27.3 The rights and remedies of the County set forth in any provision of this Agreement are in addition to and do not in any way limit any other rights of remedies afforded to the County by any other provisions of this Agreement, by any of Contractor's Support or by law. 27.4 The headings of sections and paragraphs of this Agreement are for convenience of reference only and are not intended to restrict, affect or be of any weight in the interpretation or construction of the provisions of such sections or paragraphs. 28. Waiver: Waiver of any breach or condition of this Agreement shall not be deemed a waiver of any prior or subsequent breach. No terms or conditions of this Agreement shall be held to be Professional Services Agreement Page 10 waived, modified or deleted except by an instrument, in writing, signed by the parties hereto. 29. Survival: The provisions of paragraphs 7, 9, 11, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 28, 30, and 31, 32 shall survive, notwithstanding the termination or invalidity of this Agreement for any reason. 30. Nondiscrimination 30.1 The County is an equal opportunity employer. 30.2 Nondiscrimination in Employment In the performance of this Agreement, the Contractor will not discriminate against any employee or applicant for employment on the grounds of race, creed, color, national origin, sex, sexual orientation, marital status, age or the presence of any sensory, mental or physical handicap; provided that the prohibition against discrimination in employment because of handicap shall not apply if the particular disability prevents the proper performance of the particular worker involved. The Contractor shall ensure that applicants are employed, and that employees are treated during employment without discrimination because of their race, creed, color, national origin, sex, sexual orientation, marital status, age or the presence of any sensory, mental or physical handicap. Such action shall include, but not be limited to: employment, upgrading, demotion or transfers, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and programs for training including apprenticeships. The Contractor shall take such action with respect to this Agreement as may be required to ensure full compliance with local, state and federal laws prohibiting discrimination in employment. 30.3 Nondiscrimination in Services The Contractor will not discriminate against any recipient of any services or benefits provided for in this Agreement on the grounds of race, creed, color, national origin, sex, sexual orientation, marital status, age or the presence of any sensory, mental or physical handicap. 30.4 If any assignment and/or subcontracting has been authorized by the County, said assignment or subcontract shall include appropriate safeguards against discrimination. The Contractor shall take such action as may be required to ensure full compliance with the provisions in the immediately preceding paragraphs herein. Professional Services Agreement Page 11 31. Prevailing Wage: Contractor shall pay the prevailing rate of wages to all workers, laborers, or mechanics employed in the performance of any part of the Work in accordance with RCW 39.12 and the rules and regulations of the Department of Labor and Industries. The schedule of prevailing wages rates for the locality or localities of the Work is determined by the Industrial Statistician of the Department of Labor and Industries. It is the Contractor's responsibility to verify the applicable prevailing wage rate. It is understood that the Contractor is responsible for obtaining and completing all required government forms and submitting same to the proper authorities. Disputes regarding prevailing wage rates shall be referred for arbitration to the Director of the Department of Labor and Industries. The arbitration decision shall be final and conclusive and binding on all parties involved in the dispute as provided for by RCW 39.12.060. 32. Debarment Certification: The Contractor certifies that it: 32.1 Is not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from covered transactions by any Federal department or agency. 32.2 Has not within a three-year period preceding the execution of this contract with Kittitas County, been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public or private agreement or transaction, violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, receiving stolen property, making false claims, or obstruction of justice. 32.3 Is not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph 32.2 of this section. 32.4 Has not within a three-year period preceding the preceding the execution of this contract with Kittitas County had one or more public transactions (Federal, State, or local) terminated for cause of default. Professional Services Agreement Page 12 EXHIBIT "A" SCOPE OF WORK The Contractor will supply the following: All sound and lighting needs requested in headline artist rider(s) and negotiated with artist management. The Contractor will also provide needed sound and lighting for Patriot After Party in Behind the Chutes. Attachment A shows provided equipment and services along with agreed upon payment set in Exhibit "B". The Contractor shall not deviate from this scope of work without a change order approved in writing by the Event Center Director. Additional services provided by the Contractor including, but not limited to, costly repairs or connection services, are not contemplated by this agreement and the County assumes no responsibility for such work. EXHIBIT "B" COMPENSATION As full compensation for satisfactory performance of the work, the County shall provide full compensation to the Contractor not to exceed the amount of $15,479.43 (includes sales tax). Unforeseen additional expenses shall require a written change order and must be approved in writing by the Event Center Director before such work commences. EXHIBIT "C" PROOF OF INSURANCE The Contractor shall secure and maintain in effect at all times during performance of the Work such insurance as will protect Contractor, its Support and the Additional Insured's from all claims, losses, harm, costs, liabilities, damages and expenses arising out of personal injury (including death) or property damage that may result from performance of the work or this Agreement, whether such performance is by Contractor or any of its Support. Professional Services Agreement Page 13 All insurance shall be issued by companies admitted to do business in the State of Washington and have a rating of A-, Class VII or better in the most recently published edition of Best's Reports unless otherwise approved by the County. If an insurer is not admitted, all insurance policies and procedures for issuing the insurance policies must comply with Chapter 48.15 RCW and 284-15 WAC. The Contractor shall provide proof of insurance for: 1) Commercial General Liability Insurance. • Coverage limits not less than: ■ $1,000,000 per occurrence per project • $2,000,000 general aggregate • $1,000,000 products & completed operations aggregate • $1,000,000 personal and advertising injury, each offense Certificate Holder — Kittitas County • The Certificate must name the County as additional insured as defined in the Agreement Sixty (60) days written notice to the County of cancellation of the insurance policy. 2) Stop Gap/Employers Liability. • Coverage limits not less than: $1,000,000 each accident $1,000,000 disease — policy limit $1,000,000 disease — each employee • Thirty (30) days written notice to the County of cancellation of the insurance policy. 3) Commercial Automobile Liability Insurance. ■ Automobile Liability for owned, non -owned, hired, and leased vehicles, with an MCS 90 endorsement and a CA 9946 endorsement attached if 'pollutants' are to be transported. • Coverage limits not less than: • $1,000,000 combined single limit • Thirty (30) days written notice to the County of cancellation of the insurance policy. 4) Excess or Umbrella Liability. • The Contractor shall provide Excess or Umbrella Liability coverage at limits of $5,000,000 per occurrence and annual aggregate. This Excess or Umbrella Liability coverage shall apply, at a minimum, to both the Commercial General and Auto Insurance policy coverage. Professional Services Agreement Page 14 This requirement may be satisfied instead through the Contractor's primary Commercial General and Automobile Liability coverage, or any combination thereof. 5) Workers' Compensation. Workers' Compensation in amounts required by law. 6) Pollution Liability. The Contractor shall provide a Pollution Liability policy, providing coverage for claims involving bodily injury, property damage (including loss of use of tangible property that has not been physically injured), cleanup costs, remediation, disposal or other handling of pollutants, including costs and expenses incurred in the investigation, defense, or settlement of claims arising out of: • Contractor's operations related to this project; and/or • Remediation, abatement, repair, maintenance or other work with lead -based paint or materials containing asbestos; and/or • Transportation of hazardous materials away from any site related to this project Such Pollution Liability policy shall provide the following minimum coverage: ® $2,000,000 each loss and • $5,000,000 annual aggregate Contractor shall furnish the County a Certificate of Insurance with Endorsement as evidence that policies providing insurance required by this Agreement are in full force and effect. Contractor hereby waives all rights of recourse, including any right to which another may be subrogated, against Kittitas County for personal injury, including death, and property damage. Contractor's insurance policies required above shall be primary insurance and shall be non-contributing with any other insurance maintained by Kittitas County. The Contractor shall assume full responsibility for all loss or damage from any cause whatsoever to any tools, Contractor's employee -owned tools, machinery, equipment, or motor vehicles owned or rented by the Contractor, or the Contractor's agents, suppliers or contractors as well as to any temporary structures, scaffolding and protective fences. The Contractor shall have sole responsibility for ensuring the insurance coverage and limits required are obtained by subcontractors. NOTE: No contract shall form until and unless a copy of the Certificate of Insurance with Endorsement, properly completed and in the amount required, is attached hereto. Professional Services Agreement Page 15 ATTACHMENT A Spotlight Productions LLC. P.O.Box 475 SELAH WA 98942 509-930-4992 SPOTLIGHTPRODUCTIONS@YAHOO.COM SPOTLIGHTPRODUCTIONSONLINE.COM I Name/Address I KITTITAS VALLEY EVENT CENTER 901 E. 7TH AVE ELLENSBURG, WA 97502 Description RENTAL OF LIGHTS: 12- MAC 101 MOVING HEAD, 6-SHARPY MOVING HEAD 12-MAC 101 WASH MOVING HEAD 6- MAC 101 CLD MOVING HEAD 2- LED CROWD BLINDERS. 2- SPOTLIGHTS. 1- GMA FULL CONSOLE. ALL CALBING AND DISTRO FOR THE SHOW. RENTAL OF LIGHTS & SOUND FOR THE AFTER PARTY CONCERT JBL FLOW SOUND SYSTEM ALL TECHS AND GEAR. BACKLINE GEAR FOR RUNAWAY JUNE. PROMOTOR WILL PROVIDE PAYMENT IN FULL PRIOR TO DAY OF SHOW, OR BEFORE ANY LOAD IN OF THE SHOW WOULD BEGIN. PAYMENT WILL BE IN THE FORM OF CASH OR CASHIER CHECK FROM BANK OF AMERICA. THESE ARE THE ONLY FORMS OF PAYMENT THAT WILL BE ACCEPTED. PROMOTER HAS REVIEWED ALL EQUIPMENT LIST LIGHTING AND VIDEO AND SOUND AND LABOR. PROMOTER HAS AGREED TO ALL EQUIMENT TO BE APPROVED FOR THIS SHOW, WITH NO EXCEPTIONS. PROMOTER AGREES THAT ANY AND ALL CHANGES DAY OF SHOW WILL BE MADE AT THE FINANCIAL RESPONSIBILITTIES OF THE PROMOTER. PROMOTER ACCEPTS THIS CONTRACT BY SIGNATURE. PROMOTOR IS RESPONSIBLE TO SUPPLY ALL LABOR AND ANY OTHER EQUIPMENT THAT IS REQUIRED. SALE TAX PRICES ARE GOOD FOR 30 DAYS Estimate Date _ Estimate No. 05/17/23 1 645 Patriot Night Under the Lights Quantity Total Total 1 5,500.00 1 1,500.00 1 6,000.00 1 1,279.92 0.00 1,199.51 $15,479.43